Advantage, Bain In Final Round for Yayoi

Advantage Partners, Bain Capital and Orix Corp. have moved into the final round of bidding for private equity-owned software developer Yayoi, Reuters reported. The deal is worth an estimated $800 million and would provide a strong exit for MBK Partners, which bought Yayoi in 2007.

(Reuters) – Private equity firms Advantage Partners, Bain Capital and Japanese financial company Orix Corp have advanced to the final round of bidding for MBK Partners planned sale of software developer Yayoi, in a deal worth about $800 million, sources said.

If successful, MBK’s exit from Yayoi would be Japan’s third-largest private equity deal this year after Bain Capital’s $2 billion purchase of restaurant chain Skylark and Carlyle Group’s purchase of ballbearing maker Tsubaki Nakashima in March for about 66 billion yen.

Final bids for Yayoi, which generates steady cash flow from software to manage accounting systems, are due on Nov. 21, five sources said, who declined to be identified as the sale process is private.

Yayoi has an earnings before interest, tax, depreciation and amortisation (EBITDA) of around 5 billion yen ($65 million), and a bid of 12.5 times would take the value north of $800 million.

The shortlist for Yayoi, with two private equity firms and one corporate bidder, mirrors the August auction of a similar Australian software firm, MYOB. On that deal, global funds Bain and Kohlberg Kravis Roberts contested the asset with British software firm Sage Plc.

Bain eventually won that deal, valuing MYOB at around 11.3 times EBITDA, around 10 percent below the failed Sage bid.

In 2010, KKR paid around 12.5 times EBITDA for a majority stake in accountancy software vendor Visma, while HG Capital bought Italy’s TeamSystem for 11.3x EBITDA, UBS said in a research report.

While cash rich corporate bidders bring high multiples to an auction, the Yayoi asset also offers Advantage and Bain a chance to deploy capital from multi-billion dollar funds, and Japan’s mega banks have the liquidity to back them.

Advantage Partners is managing a fund worth about 220 billion yen for investments in Japan and overseas, while Bain Capital is seeking to raise over $2 billion for its second Asia fund.

Pan-Asia fund MBK acquired Yayoi in 2007 for 71 billion yen, or about 17 times earnings before interest, tax, depreciation and amortisation (EBITDA), at the height of the leveraged buyout boom.